EXHIBIT 3 (iii)
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                                       BY-LAWS


                                          of


                                INGERSOLL-RAND COMPANY








                          As amended through January 1, 1996




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                                                       EXHIBIT 3 (iii)
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                                       BY-LAWS

                                          of

                                INGERSOLL-RAND COMPANY


                                      ARTICLE I.

                                STOCKHOLDERS' MEETINGS


          Section 1.  Annual Meeting:  The annual meeting of the
          Stockholders of the Company shall be held on the fourth Thursday
          of April, in each year, or such other date as the Board of
          Directors may determine, at such hour and at such place within or
          without the State of New Jersey as may be fixed by the Board of
          Directors and stated in the notice of the meeting, for the
          election of Directors of the Company and for the transaction of
          such other business as may come before it in accordance with the
          provisions of these By-Laws.

          At any such annual meeting of Stockholders, only such business
          shall be conducted as shall have been brought before the meeting
          (a) by or at the direction of the Board of Directors, or (b) by
          any Stockholder entitled to vote at such meeting who complies
          with the procedures set forth in this Section 1.  Any Stockholder
          entitled to vote at such meeting may propose business to be
          included in the agenda of such meeting only if written notice of
          such Stockholder's intent is given to the Secretary of the
          Company, either by personal delivery or by United States mail,
          postage prepaid, not later than 90 days in advance of the
          anniversary of the immediately preceding annual meeting or if the
          date of the annual meeting of Stockholders occurs more than 30
          days before or 60 days after the anniversary of such immediately
          preceding annual meeting, not later than the close of business on
          the seventh day following the date on which notice of such
          meeting is given to Stockholders.  A Stockholder's notice to the
          Secretary shall set forth in writing as to each matter such 




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          Stockholder proposes to bring before the annual meeting (a) a
          brief description of the business desired to be brought before
          the annual meeting and the reasons for conducting such business
          at the annual meeting, (b) the name and address, as they
          appear on the Company's books, of the Stockholder proposing such
          business, (c) the class and number of shares of the Company which
          are beneficially owned by the Stockholder and (d) any material
          interest of the Stockholder in such business.  Notwithstanding
          anything in these By-Laws to the contrary, no business shall be
          conducted at an annual meeting except in accordance with the
          procedures set forth in this Section 1.  The officer of the
          Company or other person presiding at the annual meeting shall, if
          the facts so warrant, determine and declare to the meeting that
          business was not properly brought before the meeting in
          accordance with the provisions of this Section 1, and, if such
          officer or other person should so determine, he or she shall so
          declare to the meeting and any such business not properly brought
          before the meeting shall not be transacted.



          Section 2.    Special Meetings: Special meetings of the
          Stockholders may be held at the principal office of the Company
          in the State of New Jersey or at such other place within or
          without said State as may from time to time be designated by the
          Board of Directors and stated in the notice of the meeting,
          whenever called in writing by the Chairman of the Board, the
          Vice-Chairman or the President or by vote of a majority of the
          Board of Directors.  At any special meeting of the Stockholders,
          only such business shall be conducted as shall have been brought
          before the meeting by or at the direction of the Board of
          Directors and such business shall be confined to the object or
          objects stated in the notice thereof.


          Section 3.  Quorum:  Unless otherwise provided in the Certificate
          of Incorporation of this Company or by statute, the presence in
          person or by proxy of the holders of record of the shares
          entitled to cast a majority of the votes at any meeting of the
          Stockholders shall constitute a quorum at such meeting.  Whenever
          the holders of any class or series of shares are entitled to vote
          separately on a specified item of business, the presence in
          person or by proxy of the holders of record of the shares of such
          class or series entitled to cast a majority of the votes thereon
          shall constitute a quorum for the transaction of such specified
          item of business.



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          If the holders of the amount of stock necessary to constitute a
          quorum shall fail to attend in person or by proxy at the time and
          place fixed by these By-Laws for an annual meeting, or as fixed
          by notice, as above provided for a special meeting, a majority in
          interest of the Stockholders present, in person or by proxy, may 
          adjourn from time to time without notice other than announcement
          at the meeting until the holders of the amount of stock requisite
          to constitute a quorum shall attend.  At any such adjourned
          meeting at which a quorum shall be present, any business may be
          transacted which might have been transacted at the meeting as
          originally notified.

          Section 4.  Organization:  The Chairman of the Board shall call
          meetings of the Stockholders to order and shall act as Chairman
          of such meetings.  In the absence of the Chairman of the Board,
          the Vice-Chairman or the President, or in his absence an
          Executive Vice President shall preside:  and in the absence of
          any of the foregoing officers, the Stockholders present, or 
          the Board of Directors, may appoint any Stockholder to act as
          Chairman of any meeting.

          The Secretary of the Company shall act as Secretary of all
          meetings of the Stockholders.  In the absence of the Secretary at
          any meeting of the Stockholders, the presiding officer may
          appoint any person to act as Secretary of the Meeting.


          Section 5.  Voting:  At each meeting of the Stockholders, every
          Stockholder shall be entitled to vote in person or by proxy
          appointed by instrument in writing subscribed by such Stockholder
          or by his duly authorized attorney and delivered to the
          inspectors at the meeting.  The votes for Directors and, upon
          demand of any Stockholder, the votes upon any question before the
          meeting shall be by ballot.


          Section 6.  Inspectors:  At each annual stated meeting of the
          Stockholders for the election of Directors, the presiding officer
          of such meeting shall appoint two persons to act as inspectors,
          who shall be sworn to perform their duties in accordance with the
          laws of the State of New Jersey, and who shall return a formal
          certificate.







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          Section 7.    Nominations of Directors: Nominations for the
          election of Directors may be made by the Board of Directors or
          any Stockholder entitled to vote for the election of Directors. 
          Any Stockholder entitled to vote for the election of Directors at
          a meeting or to express a consent in writing without a meeting
          may nominate a person or persons for election as a Director only
          if written notice of such Stockholder's intent to make such
          nomination is given to the Secretary of the Company, either by
          personal delivery or United States mail, postage prepaid, not 
          later than (a) with respect to an election to be held at an
          annual meeting of Stockholders, 90 days in advance of the
          anniversary of the immediately preceding annual meeting or if the
          date of the annual meeting of Stockholders occurs more than 30
          days before or 60 days after the anniversary of such immediately
          preceding annual meeting, not later than the close of business on
          the seventh day following the date on which notice of such
          meeting is given to Stockholders and (b) in the case of any
          Stockholder who wishes to nominate a person or persons for
          election as a Director pursuant to consents in writing by
          Stockholders without a meeting (to the extent election by such
          consents is permitted under applicable law and the Company's
          Certificate of Incorporation), 60 days in advance of the date on
          which materials soliciting such consents are first mailed to
          Stockholders or, if no such materials are required to be mailed
          under applicable law, 60 days in advance of the date on which the
          first such consent in writing is executed.  Each such notice
          shall set forth the name and address of the Stockholder who
          intends to make the nomination and of the person or persons to be
          nominated for election as a Director, a representation that the
          Stockholder is a holder of record of stock of the Company
          entitled to vote at such meeting or to express such consent in
          writing and intends to appear in person or by proxy at the
          meeting to nominate the person or persons specified in the notice
          or to execute such a consent in writing to elect such person or
          persons as a Director, a description of all arrangements or
          understandings between the Stockholder and each nominee and any
          other person or persons (naming such person or persons) pursuant
          to which the nomination or nominations for election as a Director
          are to be made by the Stockholder, such other information
          regarding each nominee proposed by such Stockholder as would have
          been required to be included in a proxy statement filed pursuant
          to the proxy rules of the Securities and Exchange Commission if
          such nominee had been nominated, or was intended to be nominated,
          for election as a Director by the Board of Directors, and the
          consent of each nominee to serve as a Director of the Company if
          so elected.  The Board of Directors may refuse to acknowledge the
          nomination of any person not made in compliance with the
          foregoing procedures.

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                                     ARTICLE II.


                                  BOARD OF DIRECTORS


          Section 1. Number and Election:  The business and property of the
          Company shall be managed by a Board of ten Directors.  The number
          of Directors may be altered from time to time by the alteration
          of these By-Laws, provided that, as required by the Restated
          Certificate of Incorporation, the Board shall never consist of
          less than eight members.

          As provided in the Restated Certificate of Incorporation, the
          Board of Directors shall be divided into three classes, two
          consisting of three Directors each and the remaining consisting
          of four Directors.  At each annual election, the successors to
          the Directors of the class whose terms shall expire in that year
          shall be elected to hold office for a term of three years, so
          that the term of office of one class of Directors shall expire in
          each year.  Each Director shall serve for the term for which such
          Director shall have been elected and until such Director's
          successor shall have been duly elected.    

          Notwithstanding the foregoing provisions of this Section 1, if
          and as long as the Restated Certificate of Incorporation provides
          for the election of additional Directors by class or classes of
          stock, such additional Directors shall be elected in the manner
          and for the term provided in the Restated Certificate of
          Incorporation.


          Section 2.  Vacancies:  Subject to any requirements of the
          Certificate of Incorporation with respect to the filling of
          vacancies among additional Directors elected by a class or
          classes of stock, if the office of any Director becomes vacant,
          the remaining Directors may, by a majority vote, elect a
          successor who shall hold office until the next succeeding annual
          meeting of the Stockholders and until his successor shall have
          been elected and qualified.


          Section 3.  Place of Meetings:  The Directors may hold their
          meetings and may have an office and keep the books of the Company
          (except as otherwise may be provided for by law) in such place or
          places in the State of New Jersey or outside of the State of New
          Jersey as the Board from time to time may determine.

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          Section 4.  Regular Meetings:  Regular meetings of the Board of
          Directors shall be held at such times and intervals as the Board
          may from time to time determine.  It shall be the duty of the
          Secretary to send a notice to each of the Directors at his
          address as it appears on the books of the Company at least two
          (2) days before the holding of each regular meeting, but a
          failure of the Secretary to send such notice shall not invalidate
          any proceedings of the said Board.



          Section 5.  Special Meetings:  Special meetings of the Board of
          Directors shall be held whenever called by the Chairman of the
          Board or the Vice-Chairman or the President, or by one-third
          (1/3) of the Directors for the time being in office.

          The Secretary shall give notice of each special meeting by
          mailing the same at least two (2) days before the meeting, or by
          telegraphing the same at least one (1) day before the meeting to
          each Director, but such notice may be waived by any Director.  At
          any meeting at which every Director shall be present, even
          without notice, any business may be transacted.



          Section 6.  Quorum:  Six (6) members of the Board of Directors,
          but not less than one-third (1/3) of the entire Board, shall
          constitute a quorum for the transaction of business; but if at
          any meeting of the Board there be less than a quorum present,
          those present may adjourn the meeting from time to time.  At
          meetings of the Board of Directors, business shall be transacted
          in such order as from time to time the Board may determine.



          Section 7.  Director Emeritus:  The Board of Directors may
          appoint a person who has served with distinction and who has
          retired from the Board upon reaching mandatory retirement as
          provided herein to the position of Director Emeritus.  A Director
          Emeritus shall be invited to attend all meetings of the Board and
          shall receive the same compensation as that paid to outside
          Directors.  While serving as a Director Emeritus, he shall not be
          considered a retired director for pension benefit purposes;
          however, any pension benefits to which he may be entitled will
          commence upon his cessation of service as a Director Emeritus.  




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          He shall be appointed by the Board for a one-year term and may be
          reappointed from time to time by action of the Board.  While the
          presence of a Director Emeritus at a Board meeting will not be
          considered for quorum or voting purposes, nevertheless, his
          advice and counsel on all matters to come before the Board is
          invited.


                                     ARTICLE III.


                                      COMMITTEES


          The Board of Directors may appoint from their number such
          standing committees as they deem best and to the extent permitted
          by statute may invest them with such of their own powers as they
          may deem advisable, subject to such conditions as they may
          prescribe.


                                     ARTICLE IV.


                                       OFFICERS


          Section 1.  Officers:  The executive officers of the Company
          shall include a Chairman of the Board of Directors, President,
          Treasurer and Secretary and may also include one or more
          Vice-Chairmen, Executive Vice Presidents, Senior Vice Presidents,
          Vice Presidents, and such other officers as the Board of
          Directors shall deem necessary or otherwise appropriate to elect. 
          The Chief Executive Officer may hold the title of Chairman of the
          Board, or President, or both titles.

          The Board of Directors may appoint such other officers and
          advisory boards as they shall deem necessary, who shall have such
          authority and who shall perform such duties as from time to time
          may be prescribed by the Board of Directors.

          Any executive officer elected by the Board of Directors may be
          removed at any time with or without cause by the affirmative vote
          of two-thirds (2/3) of the entire Board of Directors.





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          Any other appointed or elected officer, agent, employee or member
          of an advisory board may be removed at any time with or without
          cause by affirmative vote of the Directors or by the Committee or
          superior officer upon whom such power of removal may be
          conferred.



          Section 2.  Powers and Duties:  The Chairman of the Board shall
          preside at all meetings of the Board of Directors and
          Stockholders.  Subject to designation by the Board of Directors
          he shall be the Chief Executive Officer of the Company, and he
          shall have responsibility for the active management of the
          business of the Company.  He may sign and execute contracts and
          agreements authorized by the Board, delegate other officers to do
          so and may, from time to time, require from other officers and
          from employees of the Company opinions, reports or information
          upon any matter specified by him or generally upon the interests
          or affairs of the Company under the supervision of such officers
          or employees respectively.  He may appoint and remove assistant
          officers and other employees and agents.  He may exercise any
          other powers conferred upon him by the Board of Directors.

          Other officers shall have all the usual and customary powers and
          shall perform all the usual and customary duties incident to
          their respective offices and, in addition thereto and to any
          duties specifically prescribed by any subsequent provisions of
          these By-Laws, they shall respectively perform such other general
          or special duties as may from time to time be assigned to them by
          the Board of Directors or the Chief Executive Officer.

          The Board of Directors may appoint an officer to act as Chief
          Financial Officer of the Company, who shall have responsibility
          for the financial affairs of the Company.  He will be responsible
          for the preparation of the financial statements of the Company,
          and such other duties as from time to time may be assigned to him
          by the Board of Directors or the Chief Executive Officer.  The
          Board of Directors may appoint an officer to act as General
          Counsel of the Company, who shall have responsibility for the
          legal affairs of the Company.  The Board of Directors may appoint
          the Comptroller to be the principal accounting and financial
          control officer of the Company.

          Securities of other corporations or interests in other entities
          held by the Company may be voted by the Chairman of the Board or
          by any other person designated by the Board of Directors or Chief
          Executive Officer.


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          Section 3.  Term:  The executive officers elected by the Board of
          Directors shall hold office for one year or until their
          successors are elected and qualify.  The Chairman, and any
          Vice-Chairman, shall be elected by the Directors from among their
          own number.  One person may hold more than one office.



                                      ARTICLE V.


                               BILLS, NOTES, AND CHECKS


          All bills, notes, checks or other negotiable instruments of the
          Company shall be made in the name of the Company and shall be
          signed by two executive officers or by any two persons duly
          authorized by the Board of Directors.  No officers or agents of
          the Company, either singly or together shall have power to make
          any bill, note or check or other negotiable instrument in the
          name of the Company to bind the Company thereby, except as in
          this Article prescribed and provided.

          No officer or agent of this Company shall have power to endorse
          in the name, for or in behalf of the Company, any note, bill of
          exchange, draft, check or other written instrument for the
          payment of money, save only for purposes of the discount or the
          collection of the said instrument, unless thereunto duly and
          specially authorized by the vote of the Directors of this Company
          entered on the minutes of said Board.



                                     ARTICLE VI.


                                    CAPITAL STOCK


          Section 1.  Certificates for Shares:  The certificates for shares
          of the capital stock of the Company shall be in such form not
          inconsistent with the Certificate of Incorporation as shall be
          prepared or be approved by the Board of Directors.  The
          certificates shall be signed by or bear thereon the facsimile 





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          signature of the Chairman, the Vice-Chairman, President, or an
          Executive Vice President, or a Vice President, and also be signed
          by or bear thereon the facsimile signature of the Treasurer or an
          Assistant Treasurer.  The certificates shall be consecutively
          numbered.  The name of the person owning the shares represented
          thereby, with the number of such shares and the date of issue,
          shall be entered in the Company's books.



          Section 2.  Transfers:  Shares of the capital stock of the
          Company shall be transferred only on the books of the Company by
          the holder thereof in person or by his attorney, upon surrender
          of the certificate or certificates properly endorsed.  The Board
          of Directors shall have power and authority to make all such
          rules and regulations as it may deem expedient concerning the
          issue, transfer and registration of certificates for shares of
          the capital stock of the Company.  The Board of Directors may
          appoint Transfer Agents and Stock Registrars and may require all
          stock certificates to bear the signatures of such a Transfer
          Agent and of such a Registrar of Transfers, or any of them.

          The stock transfer books may be closed for such period next
          preceding any Stockholders' meeting, or the payment of dividends
          as the Board of Directors may from time to time determine, and
          during such period no stock shall be transferable.

          The Board of Directors may also fix in advance a date not more
          than 60 nor less than 10 days preceding the date of any meeting
          of Stockholders, nor more than 60 days preceding the date for the
          payment of any dividend on the Common Stock or any series of
          Preference Stock, or the date for allotment of rights, or the
          date when any change or conversion or exchange of capital stock
          shall go into effect, as a record date for the determination of
          the Stockholders entitled to notice of and to vote at any such
          meeting, or entitled to receive payment of any such dividend, or
          any such allotment of rights, or to exercise the rights in
          respect to any such change, conversion or exchange of capital
          stock.  In such cases only Stockholders of record on the date so
          fixed shall be entitled to such notice of and vote at such
          meeting, or to receive payment of such dividend, or allotment of
          rights, or to exercise such rights, as the case may be, and
          notwithstanding any transfer of any stock on the books of the
          Company after any such record date fixed as aforesaid.





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          Section 3.  Lost Stock Certificates:  In case any stock
          certificate shall be lost, the Board of Directors may order a new
          certificate to be issued in its place upon receiving such proof
          of loss and such security therefor as may be satisfactory to it.



                                     ARTICLE VII.


                                  THE CORPORATE SEAL


          The Corporate Seal of the Company shall consist of a circle
          formed by the words "Ingersoll-Rand Company" and the letters "N.
          J." with the words "Corporate Seal" and the figures "1905" in the
          center.

          The Seal shall be attested by the signature of the Secretary or
          the Assistant Secretary or of the Treasurer or the Assistant
          Treasurer.

          When authorized by the Board of Directors, the Secretary shall
          affix the Seal, or cause it to be affixed, to all documents
          executed on behalf of the Company.  The Board of Directors may
          also specifically or generally authorize other persons to affix
          the Seal.



                                    ARTICLE VIII.


                                  REACQUIRED SHARES


          When shares of the Company are reacquired by the Company by
          purchase, by redemption or by their conversion into other shares
          of the Company, such shares shall be treated by the Company as
          treasury shares, unless and to the extent the Board of Directors
          determines at any time that any such shares shall be cancelled.





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                                     ARTICLE IX.


          INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS



          Section 1.  Right to Indemnification:  Each person who was or is
          made a party or is threatened to be made a party to or is
          involved in any pending, threatened or completed civil, criminal,
          administrative or arbitrative action, suit or proceeding, or any
          appeal therein or any inquiry or investigation which could lead
          to such action, suit or proceeding ("proceeding"), by reason of
          his or her being or having been a Director or officer of the
          Company or of any constituent corporation absorbed by the Company
          in a consolidation or merger, or by reason of his or her being or
          having been a Director, officer, trustee, employee or agent of
          any other corporation (domestic or foreign) or of any
          partnership, joint venture, sole proprietorship, trust, employee
          benefit plan or other enterprise (whether or not for profit),
          serving as such at the request of the Company or of any such
          constituent corporation, or the legal representative of any such
          Director, officer, trustee, employee or agent, shall be
          indemnified and held harmless by the Company to the fullest
          extent permitted by the New Jersey Business Corporation Act, as
          the same exists or may hereafter be amended (but, in the case of
          any such amendment, only to the extent that such amendment
          permits the Company to provide broader indemnification rights
          than said Act permitted prior to such amendment), from and
          against any and all reasonable costs, disbursements and
          attorneys' fees, and any and all amounts paid or incurred in
          satisfaction of settlements, judgments, fines and penalties,
          incurred or suffered in connection with any such proceeding, and
          such indemnification shall continue as to a person who has ceased
          to be a Director, officer, trustee, employee or agent and shall
          inure to the benefit of his or her heirs, executors,
          administrators and assigns; provided, however, that there shall
          be no indemnification hereunder with respect to any settlement or
          other nonadjudicated disposition of any proceeding unless the
          Company has given its prior consent to such settlement or
          disposition.  The right to indemnification conferred in this
          Section 1 shall be a contract right and shall include the right
          to be paid by the Company the expenses incurred in connection
          with any proceeding in advance of the final disposition of such
          proceeding as authorized by the Board of Directors; provided,




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          however, that, if the New Jersey Business Corporation Act so
          requires, the payment of such expenses incurred by a Director or
          officer in his or her capacity as a Director or officer in
          advance of the final disposition of a proceeding shall be made
          only upon receipt by the Company of an undertaking, by or on
          behalf of such Director or officer, to repay all amounts so
          advanced if it shall ultimately be determined that such Director
          or officer is not entitled to be indemnified under this Section 1
          or otherwise.  The Company may, by action of its Board of
          Directors, provide for indemnification and advancement of
          expenses to employees and agents of the Company with the same
          scope and effect as the foregoing indemnification of Directors
          and officers.



          Section 2.  Right of Claimant to Bring Suit:  If a claim under
          Section 1 of this Article IX is not paid in full by the Company
          within thirty days after a written request has been received by
          the Company, the claimant may at any time thereafter apply to a
          court for an award of indemnification by the Company for the
          unpaid amount of the claim and, if successful on the merits or
          otherwise in connection with any proceeding, or in the defense of
          any claim, issue or matter therein, the claimant shall be
          entitled also to be paid by the Company any and all expenses
          incurred or suffered in connection with such proceeding.  It
          shall be a defense to any such action (other than an action
          brought to enforce a claim for the advancement of expenses
          incurred in connection with any proceeding where the required
          undertaking, if any, has been tendered to the Company) that the
          claimant has not met the standard of conduct which makes it
          permissible under the New Jersey Business Corporation Act for the
          Company to indemnify the claimant for the amount claimed, but the
          burden of proving such defense shall be on the Company.  Neither
          the failure of the Company (including its Board of Directors,
          independent legal counsel or its stockholders) to have made a
          determination prior to the commencement of such proceeding that
          indemnification of the claimant is proper in the circumstances
          because he or she has met the applicable standard of conduct set
          forth in the New Jersey Business Corporation Act, nor an actual
          determination by the Company (including its Board of Directors,
          independent legal counsel or its stockholders) that the claimant
          has not met such applicable standard of conduct, nor the
          termination of any proceeding by judgment, order, settlement,
          conviction or upon a plea of nolo contendere or its equivalent,
          shall be a defense to the action or create a presumption that the
          claimant has not met the applicable standard of conduct.


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          Section 3.  Non-Exclusivity of Rights:  The right to
          indemnification and advancement of expenses provided by or
          granted pursuant to this Article IX shall not exclude or be
          exclusive of any other rights, including the right to be
          indemnified against any and all reasonable costs, disbursements
          and attorneys' fees, and any and all amounts paid or incurred in
          satisfaction of settlements, judgments, fines and penalties
          incurred or suffered in proceedings by or in the right of the
          Company, to which any person may be entitled under a certificate
          of incorporation, by-law, agreement, vote of stockholders, or
          otherwise, provided that no indemnification shall be made to or
          on behalf of any person if a judgment or other final adjudication
          adverse to such person establishes that such person has
          not met the applicable standard of conduct required to be met
          under the New Jersey Business Corporation Act.



                                      ARTICLE X.


                                      AMENDMENTS


          The Board of Directors may, by a majority vote of the entire
          Board, make By-Laws and from time to time alter, amend or repeal
          any By-Law, but any By-Law made by the Board of Directors may be
          altered or repealed by the Stockholders at any annual or special
          meeting.  Notice of such proposed alteration, amendment or repeal
          of any By-Law shall be included in the notice of the meeting of
          the Directors or Stockholders.




                                     ARTICLE XI.


                                       AUDITORS


          The Board of Directors may appoint a firm of certified public
          accountants to audit the books and accounts of the Company for
          the calendar year in which such appointment is made.





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